equity-penetration-analysis

Equity Penetration Chart and Related Party Analysis (Equity Penetration Analysis)

Target Role

Role:Corporate Account Manager, Credit Approval Officer, Risk Manager
Use Cases:Pre-loan equity due diligence, group credit penetration, equity pledge loans, pre-IPO/restructuring due diligence, post-loan risk investigation
Output Purpose:Generate a structured equity penetration and related party analysis report to provide professional support in the equity and control dimensions for credit decisions and risk assessment
Decision Level:Core reference material for credit approval, risk level high, requires review by a credit approval officer
Execution Frequency:Executed once before each credit application, and as needed for post-loan risk investigation

Data Sources

Required Data

Data Item	Source	Acquisition Method	Sensitivity Level
Business registration information	National Enterprise Credit Information Publicity System/Tianyancha/Qichacha	API/crawler	Public
Enterprise annual reports/prospectuses	CSRC/exchange announcements	File reading	Public
Credit reporting system records	PBOC credit reporting/judgment defaulter list of courts	API	Internal/Sensitive
In-house related-party transaction records	In-house related-party transaction registration system	API	Confidential
Historical due diligence reports	Image archive system	File reading	Internal

Data Masking Rules

Actual controller's ID number: show the first 3 and last 4 digits, replace the middle with *
Bank account number: show only the last 4 digits
Related party contact information: does not appear in the output
Customer sensitive financial data (such as related-party transaction amounts): used only in internal reports, must not be disclosed externally
Hidden related party information: marked only in internal records, not disclosed externally

Degradation Strategy

If the credit reporting system is unavailable: mark "credit data not verified" and continue the analysis based on business registration information
If in-house related-party transaction records are unavailable: mark "in-house related-party transaction data not included" and identify related parties based on public information
If historical due diligence reports are unavailable: mark "no historical due diligence reference" and start the analysis from scratch
If business registration data covers only 1 year: mark "insufficient data, equity change timeline incomplete" and perform only static analysis
If the commercial database times out: use the National Enterprise Credit Information Publicity System (free but slower), and clearly mark the data source

Constraints

Regulatory basis: Article 216 of the Company Law on the definition of related parties, Article 40 of the Commercial Bank Law on related-party transaction controls, the CBRC's Administrative Measures for Related-Party Transactions between Commercial Banks and Insiders and Shareholders, and the CSRC's Administrative Measures for Information Disclosure by Listed Companies

Penetration completeness:Penetration must reach the ultimate controller, such as a natural person or SASAC; it must not stop midway on the grounds of being a "public company" (except for the public shareholding portion of listed companies)
Multi-source cross-verification:The identification of related parties must come from two or more independent information sources; a single commercial database must not be used as the sole basis
Dynamic timeline:Equity change analysis must cover the past 3 years; changes before and after major events (financing/IPO/restructuring) must be annotated with motives
Explicit labeling of uncertainty:Related-party relationships with missing or doubtful information must be labeled as "suspected/to be verified"; direct characterization is prohibited
Quantification of benefit tunneling:Abnormal related-party transactions must be given specific deviation amounts (e.g., "pricing is 37% higher than market price"); conclusions based only on qualitative descriptions are prohibited
Data traceability:All conclusions must clearly indicate the data source (business registration/annual report/credit reference system/due diligence report), citing specific page numbers or account items
Credit perspective focus:Risk assessment must combine the loan application amount with the enterprise's net asset ratio and output the reference basis for credit decisions
Skipping steps prohibited:Must be executed in the order step 0→1→2→...→9; core steps such as equity penetration, actual controller identification, and related-party identification must not be skipped
Mandatory red line enforcement:If any red line (R1-R6) is triggered, it must be prominently marked at the beginning of the report, and a recommendation to suspend credit granting must be made

Financial compliance red lines

R1: Actual controller evading debt - If the actual controller or related parties have unsettled records of evading debt or refusing enforcement, credit granting must be suspended pending verification before further assessment

R2: Financing platform with no substantive operations - If the enterprise is a group financing platform and has no substantive operating assets of its own (abnormal revenue structure, fixed asset ratio, or number of employees with social insurance), credit granting must be suspended

R3: Shareholding entrustment exceeding the limit - If the equity holding-on-trust ratio is > 30% and there is no reasonable explanation, it must be marked as high risk, and the entrustment agreement and proof of legal effect must be required

R4: Related-party fund occupation - If funds occupied by related parties have not been returned and the amount is > 20% of net assets, credit granting must be suspended and a repayment plan must be required

R5: Asset transfer by the actual controller - If the actual controller substantially reduced holdings/transferred core assets within 12 months before the application, it must be marked as high risk and the destination of funds must be verified

R6: Undisclosed major guarantees - If there are undisclosed major external guarantees and the guarantee amount exceeds 50% of net assets, credit granting must be suspended, and the guarantee contract and risk assessment must be required

If any red line condition is triggered, it must be prominently marked in the report summary, and a recommendation to suspend the credit decision must be made.

Analysis Principles

Look through to substance:Do not be misled by surface legal entities and shareholding ratios; trace back to the true attribution of interests
Control priority:Focus on actual control rather than only shareholding ratios, and attach importance to arrangements such as contractual control and acting in concert
Benefit chain tracking:Focus on capital flows and benefit distribution paths, and identify abnormal benefit tunneling
Compliance review:Review the compliance of equity arrangements and the adequacy of information disclosure from a regulatory perspective
Dynamic analysis:Focus on the timeline and motives of equity changes, rather than only the static structure
Complete puzzle:Assemble fragmented information into a complete equity relationship network

Credit scenario-specific focus points

This skill is intended for pre-loan due diligence, credit approval, and post-loan management scenarios. The following dimensions have special priority in credit assessment:

Dimension	Key Credit Concerns	Typical Risk Signals
Stability of Control	When the equity pledge ratio is > 50%, repayment willingness is questionable	The actual controller pledges a high proportion of shares for non-productive consumption
Related-party Guarantee Network	Mutual guarantees/joint guarantees form a risk contagion chain	Multiple enterprises within the group cross-guarantee the same debt
Fund Misappropriation	Large related-party loans not recovered, in substance capital flight	Receivables from related parties account for > 30% of net assets
Group Look-through	Parent company debt passed on through subsidiary collateral	The target enterprise is a group financing platform rather than an operating entity
Historical Violations	The actual controller has records of dishonesty/debt evasion in related enterprises	Credit blacklist, court judgment debtor records

Execution Workflow

Step 0: Data Confirmation and Verification

List the input parameters: target enterprise name, Unified Social Credit Code, analysis scenario (pre-loan due diligence/group credit/equity pledge/IPO due diligence/post-loan investigation). Confirm the data time range and the business registration data update date. Run scripts/validate_equity.py to check the completeness of input parameters.

✅ Verification passed → proceed to Step 1
❌ Verification failed → return the missing list and ask the user to supplement

📋 Data source:user_upload(enterprise information provided by the user)

Step 1: Information Collection and Data Source Confirmation

Confirm the source of the enterprise's equity data and perform an initial data quality screening:

Equity structure chapter in the company's annual report/prospectus
National Enterprise Credit Information Publicity System
Commercial databases such as Tianyancha/Qichacha
CSRC/exchange announcements (report on changes in equity interests)
Business registration change information

Collection Checklist:

Full name of the target company and Unified Social Credit Code
Current register of shareholders (including shareholding ratio, subscribed/paid-in capital)
Records of all previous equity changes
List of outbound investments (subsidiaries, equity-participating companies)
List of key personnel (directors, supervisors, senior managers) and their positions
Special arrangements such as concert party agreements/voting rights entrustment

📋 Data source:reference(public disclosure) or system_api(business registration database)

Step 2: Layer-by-layer Look-through of Equity Structure

First Layer: Direct Shareholders

Top ten shareholders and shareholding ratios
Classification of shareholder nature: natural person / legal-person enterprise / limited partnership / trust plan / asset management product / state-owned / foreign
Restricted sale/pledge/freeze status

Second Layer and Above: Recursive Look-through

Continue the look-through for each legal-person shareholder
Pay special attention to:
- Limited partnership enterprises → look through to the GP (actual decision-maker) and LPs
- Trusts/asset management → look through to the settlor/beneficiary
- Offshore SPVs → look through to the ultimate offshore holder
- Employee stock ownership platforms → identify the GP (usually the actual controller)

Calculation of Indirect Shareholding Ratio:

Direct control chain: multiply the shareholding ratios of each layer
Multiple paths: calculate separately and then sum
Note the distinction: voting rights ratio vs. income rights ratio (may be inconsistent)

Penetration termination conditions:

Natural person (ultimate beneficiary)
State-owned contributors such as SASAC/Ministry of Finance
Listed company (the public shareholding portion is no longer penetrated)
Foreign government/sovereign fund

No penetration step may be skipped; the complete equity penetration path must be shown.

📋 Data source:reference(business registration/annual report)

Step 3: Draw the equity penetration diagram

Use Mermaid syntax to draw a clear equity structure diagram:

graph TB
    A[张三-自然人] -->|60%| B[XX控股有限公司]
    A -->|99%GP| C[XX合伙企业-员工持股平台]
    B -->|45%| D[目标公司]
    C -->|15%| D
    E[李四-自然人] -->|30%| B
    F[机构投资者] -->|40%| D

Drawing specifications:

Natural persons use square brackets [姓名-自然人]
Legal persons use square brackets [公司名称]
Limited partnerships are labeled [名称-有限合伙]
Edges are labeled with shareholding ratios; GP/LP must be specially labeled
Acting-in-concert relationships are marked with dashed lines
When there are too many layers (>5 layers), draw in segments and label the connection nodes
VIE contractual control is marked with a different arrow

📋 Data source:context(Step 2 output)

Step 4: Determination of the actual controller (core stage)

Dimensions for determining control:

Dimension	Key analysis points	Weight
Direct shareholding	Proportion of voting rights held directly	High
Indirect shareholding	Held indirectly through subsidiaries/partnerships, etc.	High
Acting in concert	Whether there is an acting-in-concert agreement	High
Entrustment of voting rights	Whether the voting rights of others are accepted by entrustment	High
Board control	Whether it can decide the selection of more than half of the directors	Medium
Business management	Whether it actually participates in/leads daily operations	Medium
Veto power/special rights	Whether it holds special rights such as a one-vote veto	Medium
Historical evolution	Whether the company was founded/led in its development by that person	Low

Determination of control type:

Absolute control: total voting rights ≥ 50%
Relative control: voting rights < 50% but the largest shareholder and far ahead of the second largest
Contractual control: control achieved through VIE agreements or acting-in-concert agreements
Joint control: two or more persons jointly constitute the actual controller
No actual controller: ownership is highly dispersed, and the basis for the judgment must be explained

Handling of special circumstances:

Husband-wife/father-son relationship → usually determined to be persons acting in concert
State-owned enterprises → penetrate to SASAC, and note the distinction between wholly state-owned/state-controlled/state-participating
VIE structure → the effectiveness and stability of contractual control need to be analyzed
Limited partnership → although the GP holds a small share, it has management decision-making power

Do not draw conclusions based solely on shareholding ratios; a comprehensive multi-dimensional determination is required.

📋 Data source:context(Step 2-3 output)

Step 5: Comprehensive identification of related parties

First circle: statutory related parties

Controlling shareholder and the group of enterprises it controls
Actual controller and all enterprises it controls/exercises significant influence over
Subsidiaries (including controlled subsidiaries of subsidiaries)
Joint ventures/associates
Major investors (holding 5% or more)

Second circle: Personnel-related parties

Directors, supervisors, and senior management and their close relatives (spouse, parents, children, siblings)
Enterprises controlled by or where close relatives hold positions
Key management personnel and their close family members

Third circle: Hidden related parties (key!)

Persons related to the actual controller as fellow townspeople/schoolmates/comrades-in-arms
Enterprises founded by former employees/former shareholders
Enterprises sharing the same address/phone/legal/finance personnel
Related parties among the shareholders of the counterparty
Related-party relationships hidden through multiple layers of nesting

Related-party identification techniques:

Same registered address → possible related-party relationship
Close establishment dates and complementary businesses → possibly split to circumvent regulation
Same business registration phone/email → very likely related
Similar enterprise naming style → possibly the same actual controller
Established/deregistered at key points in time → possibly set up for a specific transaction

All three circles of related parties must be scanned; legal related parties alone must not be the only ones identified.

📋 Data sources:reference(business registration database/credit reporting system)

Step 6: In-depth analysis of related-party transactions

Comprehensive review of transaction types:

Type	Key focus	Risk level
Purchases/sales	Price fairness, proportion	Medium
Asset purchases and sales	Reasonableness of appraisal value	High
Leases	Rent level, necessity	Medium
Guarantees	Amount, counter-guarantee measures	High
Loans	Interest rate, term, purpose	High
Services/technology	Pricing basis, necessity	Medium
Licensing	Intellectual property valuation	Medium

Fairness analysis framework:

Is there a comparable market price? What is the deviation (%)?
Is the pricing policy clearly disclosed?
Has it undergone independent appraisal/audit?
Have the independent directors and audit committee conducted effective review?

Signals for identifying tunneling of benefits:

Low-price sales to/high-price purchases from related parties (profit transfer)
Large prepayments to related parties (misappropriation of funds)
Providing free or low-fee guarantees for related parties
Long-outstanding receivables from related parties not collected
Transfer of key assets to related parties at unreasonable prices
Related parties making last-minute equity investments before IPO or major events

For each related-party transaction, the pricing deviation (%) must be provided; qualitative description alone is not allowed.

📋 Data sources:reference(annual reports/related-party transaction system)

Step 7: Horizontal competition analysis

Whether the actual controller and its related parties engage in the same or similar business
Specific manifestations of horizontal competition (product overlap, customer overlap, regional overlap)
Existing solutions for horizontal competition (commitment letter, asset injection plan)
Implementation progress and effectiveness of the solution

📋 Data source:reference(annual report/announcement)

Step 8: Red-line verification and comprehensive risk assessment

Equity structure risk matrix:

Risk type	Risk manifestation	Assessment dimension
Stability of control	Equity pledge, expiration of concerted action	Pledge ratio, agreement term
Nominee holding risk	Undisclosed shareholding, nominee holding disputes	Reasonableness of historical evolution
Related-party transactions	Tunneling, misappropriation of funds	Amount proportion, fairness
Horizontal competition	Business conflict, customer contention	Overlap degree, solution
Compliance risk	Incomplete information disclosure	Frequency of regulatory inquiries
Tax risk	Tax avoidance through multi-layer structure	Structure complexity
Inheritance/divorce	Loss of control	Family shareholding concentration

Item-by-item verification of red-line signals(6 items R1-R6, see the constraints chapter)

📋 Data source:context(output of steps 4-7) + system_api(credit reporting system) 📋 Confirmation mechanism:inform(notify the account manager for confirmation after generation)

Step 9: Report output

Use the assets/equity-penetration-template.md template to generate the complete report. The report must include the following chapters:

Equity structure overview (equity penetration diagram, shareholder information summary, indirect shareholding calculation, equity change timeline)
Actual controller analysis (determination conclusion, detailed control path, control strength assessment, concerted action parties, control stability assessment)
Full related-party map (related-party network diagram, list of statutory/personnel/implicit related parties)
Related-party transaction analysis (full picture of related-party transactions, trends, in-depth assessment of pricing fairness, identification of tunneling risk, misappropriation of funds)
Horizontal competition analysis (identification, impact assessment, solution and implementation progress)
Comprehensive risk assessment (risk matrix overview, detailed description of major risks, compliance recommendations)
Conclusions and recommendations (overall evaluation, matters requiring further verification, continuous tracking recommendations)

All data shall be labeled with: data source + data date + whether it is the latest data. The output must cite the disclaimer template at the end.

📋 Data source:context(output of steps 1-8)

Output Format

Use the assets/equity-penetration-template.md template.

Structured output requirements:

Equity penetration diagram: Mermaid code block (parseable by downstream Skills)
Related-party list: table format (including related-party name, related-party type, basis for related-party relationship, risk level)
Risk matrix: table format (including risk type, risk manifestation, assessment dimension, level)
Red-line verification results: table format (including red-line number, trigger status, detailed explanation, handling recommendation)

Downstream Compatibility:

This output can be parsed and used by submit-credit-application (equity structure, actual controller information, risk level)
This output can be parsed and used by financial-report-analysis (related party list, related party transaction data)

Disclaimer: The output must cite at the end shared/disclaimer-template.md template to ensure that every output includes necessary statements such as "does not constitute investment advice".

Audit Trail

After each equity penetration analysis is completed, generate an audit log audit/{企业简称}_{日期}_audit.json:

{
  "skill_name": "equity-penetration-analysis",
  "skill_version": "2.0.0",
  "execution_time": "2026-05-05T10:30:00+08:00",
  "input_params": {
    "company_name": "XX企业",
    "analysis_scenario": "贷前股权尽调",
    "focus_party": "实控人张三"
  },
  "operator": "客户经理姓名(工号:XXX)",
  "steps": [
    {
      "step": "数据确认与验证",
      "executor": "ai",
      "data_source": {"type": "user_upload", "source": "用户输入"},
      "result": "pass"
    },
    {
      "step": "信息收集与数据源确认",
      "executor": "ai",
      "data_source": {"type": "reference", "source": "工商数据库/年报"},
      "result": "pass"
    },
    {
      "step": "实际控制人认定",
      "executor": "ai",
      "data_source": {"type": "context"},
      "result": "pass"
    },
    {
      "step": "红线核查与综合风险评估",
      "executor": "ai",
      "data_source": {"type": "system_api", "system": "征信系统"},
      "confirmation": {"type": "inform", "notified_to": "客户经理姓名", "notified_at": "2026-05-05T10:35:00+08:00"},
      "result": "pass"
    }
  ],
  "red_lines_triggered": [],
  "warnings": ["部分关联方信息需进一步核实"],
  "references_used": ["references/equity-penetration-guide.md"]
}

Audit log retention period: at least 3 years.

Gotchas

#1: Incomplete penetration

Symptom: Stopping penetration on the grounds that it is a "listed company" and failing to penetrate to the actual natural person controller
Cause: Failure to strictly enforce the penetration termination conditions (only the public shareholding portion is no longer penetrated)
Solution: The controlling shareholder of a listed company must continue to be penetrated; only the public shareholding portion (usually < 25%) is no longer penetrated

#2: Hidden related parties are omitted

Symptom: Only legal related parties are identified; hidden related parties sharing an address/phone/financial personnel are not discovered
Cause: Failure to perform a third-circle scan
Solution: Three circles of related parties must be scanned; hidden related parties must be annotated with the basis for discovery (e.g., "shared registered address")

#3: Failure to quantify benefit tunneling

Symptom: Only describing "related party transaction prices are on the high side" without giving a specific degree of deviation
Cause: Failure to apply the fairness analysis framework
Solution: Each related party transaction must be given a pricing deviation degree (%), such as "pricing is 37% higher than the market price"

#4: Red-line signals are drowned out in the main text

Symptom: The actual controller has a record of evading debt, but it was not prominently marked at the beginning of the report
Cause: Failure to perform the red-line check first
Solution: In step 8, the 6 red lines must be checked first; if any are triggered, mark them prominently in the report summary

#5: Equity holding on behalf of another is not identified

Symptom: The business registration shareholders clearly do not match the actual controller, but the nominee holding risk is not marked
Cause: Failure to compare historical evolution and actual control
Solution: If the nominee holding proportion is > 30%, red line R3 must be marked, and a nominee holding agreement and proof of legal effectiveness must be required

Examples

Example 1: Pre-loan equity due diligence (normal case)

User input:

请对XX制造企业进行股权穿透分析,用于贷前尽调。申请授信金额3000万。

Skill execution flow:

Data confirmation → Verify enterprise name, unified credit code, analysis scenario
Information collection → Obtain business registration, annual reports, shareholder register
Layer-by-layer penetration → Penetrate to natural person actual controller Zhang San (holding 45%)
Graph drawing → Generate a Mermaid equity structure diagram (3 layers)
Actual controller determination → Zhang San has absolute control (voting rights 52%)
Related party identification → Identify 5 legal related parties, 3 personnel related parties, and 2 hidden related parties
Related party transaction analysis → Discover 2 related party transactions, pricing deviation < 5%, fair
Red-line check → R1-R6 not triggered
Generate report → Equity structure complexity rating "medium", related-party transaction risk rating "low"

Output key points:

Core findings: The actual controller Zhang San's control is stable, related-party transactions are fair, no red lines triggered
Credit recommendation: Can proceed normally, pay attention to control stability (pledge ratio 15%)

Example 2: Group credit penetration (red line triggered case)